Villain's Heritage The Sonic Spider Story
by Quarion Nialo
Summary: My character's backstory. Concept idea by me and Nachladius, written by Nachladius. Do not get angry at me because it is also in his story. We wrote this backstory FOR it.


_Yes, this is indeed the second part to the prologue of Skin Deep titled "Villain's Heritage". It deals with the story of Eryth's friend, the Sonic Spider. While Eryth is indeed my own creation, I believe _"Webhead" _or_ "Quarion Nialo"_ as some know him, is responsible for many of the ideas and character placements in this story. Again, like Eryth's, some of the major events tie in with the_ Marvel _Comics Universe, but a bit of crossover never hurt anyone._

Brawn and Bomb

"Hey, no speeding! That's not playing fair!" one of the boys shouted, chasing after his friend through the woods. The football they were using was yet too big for the five year old boys to really throw with much skill, but one of them had always been a bit stronger than other kids, and well, the other one was literally a mile ahead with it. Zooming back, darting between branches and over roots with insectile agility, he tossed the ball to his friend, and they began passing back and forth, leaping over imaginary opponents or rather, tree stumps. Harry, the faster one, had to keep his speed down so his friend could keep up, otherwise he would complain. Baran was known by several of the other children as a bully, yet Harry's ability to dodge hits with unnerving speed had allowed him to tolerate and even become friends with the larger kid.

"Hey, slow down, gettin' tired." Baran said, sitting down. Harry shrugged and sat down as well.

"We need a team." he said finally.

"Huh?"

"Like the ones on tv..we should get a team of people for football."

"Just get a puppy..." Baran said, his young mind not comprehending how ludicrous it sounded.

"Nah. You can't hang out with dogs. They're no fun."

"They lick you when you come home from school."

"They go to the bathroom on your bed."

"Oh yeah."

With Baran seemingly energetic enough to walk back home, he and Harry began making their way to Harry's backyard through the trees.

"You two went out in the woods again, didn't you?" Harry's mother asked as they came in. "You know there are lots of dangerous rocks out there that you could fall from and get hurt."

_Nothing I can't move away from and drag Baran _Harry thought. Before anyone else could do anything, he'd raced off to his room, Baran following, though not very close behind.

"Why's she get mad whenever we wanna have fun?" Harry asked no one in particular.

"Cuz Moms'n'Dad 're always out to get mad." Baran answered walking into the room. "Hey..we could get mad at them!"

"They just ground us." his friend replied.

"Not if we gets more kids. We can do it after they go to bed."

"Um...ok" Harry agreed, though the idea still sounded thick and stupid.

That night, Harry had managed to convince his parents to let Baran sleep over.

"They will behave," his mother had told his friend's mom when she'd brought his stuff over.

"I'd be more worried about him being abducted than behaving. He's always been able to stay calm" Baran's mother said. It had been a deal the boys had set up on their first day of school. Baran would back Harry with his strength in an argument, and Harry would be able to speed into the principal's office and steal the letter to his parents. As far as Baran's parents knew, their child could never do any wrong. Whipping his foot out, Harry had left a rock in the doorjamb when his friend's sleeping bag was dropped off. The door had been locked, but the rock let the two boys push it open. Armed with a flashlight, they'd made it down the stairs, giggling at what they thought seemed like a stealthy approach to the door.

That was when the first clap of thunder hit. The two children fell back in shock as another deafening boom shook the house.

"Loud storm." Baran whispered nervously.

"Where's alla rain then?" Harry asked. "Hey, Dad lighta fire upstairs?" he said, turning.

"No one lights fire upstairs, that's silly!" his friend said.

That was when it hit them. Turning, they saw gentle leaves of flame licking up the walls, as though there was a tree they were trying to find. Turning yet again, they saw more flames coming from the parlor room.

"GET OUT!" Harry's father yelled, running over to a closet. Grabbing the fire extinguisher, he began spraying wildly but to no avail.

Then darkness appeared. Harry looked up in time to see a man in the fire. His father stepped between the boys and the man from the fire, and hurled the useless extinguisher. A metal gauntlet snapped out and grabbed it. Squeezing, the attacker ruptured it, aiming the jet at Harry's father. Falling back, he started to fall. The attacker's other hand grabbed him by his neck and he swung the metal remains stunning him. Then, the armored figure squeezed. Harry wondered what the wet snapping noise was. His dad was thrown back and slammed into a wall, falling to the floor.

"D-dad?" Harry asked. Baran was speechless. The armored figure gazed down at them, his orange and black mask betraying no emotion. A single eye glared down at them. He whirled, slamming the door off its hinges to reveal another man outside. This one was wearing a long overcoat with dark goggles over his eyes.

"The parents are dead, I couldn't save them.. Take the children, Otto."

Two metal snakes, seeming to come from Otto's back stretched forward and coiled around Harry and Baran, lifting them from the ground. As they walked, a door seemed to open in the air, leading up into a room. the last glimpse Harry got of his house, was the burning remains finally crashing down around each other.

Titan-0

"Nothing?" Slade asked, looking through the one way viewport.

"No sign of trouble from either of them." the scientist replied, looking at the two boys sitting slightly apart from the other kids.

"Good." Slade said. He'd been worried that Harry's actually witnessing his father's death might have ruined his chances already. Most of the children had been told that the scientists were babysitters, watching them for a few days. Having heard the argument from other people older than them, they had bought it without question. Slade had yet to provide the scientists with a legitimate excuse for Harry. "We are your babysitters for a few days" would not work on a child who had seen his father murdered before his eyes. For a moment, Slade almost regretted killing the man.

"You killed my daddy." Harry said, his young eyes boring into the masked man's face.

"He is alive, and knows you are here." his captor replied. "When he had used the fire extinguisher on me, I was given the idea he was attacking. I merely defended myself hard enough for him to go to be knocked out. Your parents are safe. I daresay one of my men became overly happy with the vehicle, and the engine blast set your house on fire. My men have given your parents a new home. If you act the right way, you may see them soon."

Slade smiled underneath his mask, assuming that his message was clear. What he didn't know, is that it was too clear. Harry's speed was also mental. He picked up on underlying tones, and subtleties easily, and he didn't like Slade's message.

"He's gonna hurt me if I don't behave." he said irritably, sitting next to Baran in the play area.

"Figures. All baby-sitters do that."

"But this one even hurt my daddy."

"They do that to my parents sometimes. They want twenty dollars, but if I misbehave they want thirty. My parents look upset when that happens."

"Do your babysitters have silver snakes in their backs?"

"Well..no..but one did have a-"

"Baran, we gotta leave, this place isn't right!"

"Is something wrong children?" one of the female people said, appearing right on Slade's cue.

"I wanna see my parents." Harry said loudly. Several other children looked over too.

"You'll be able to soon." she replied soothingly. Harry wasn't moved.

"Baran, hit her."

In a single echoing crack, the female scientist was on the floor, moaning in pain, one knee bent in a reverse angle, something Harry had never seen happen to a person, but still thought it looked cool.

Slade's eye widened. _The children he captured were to be enhanced later on, not be capable of such things now! _he though furiously. As he watched, two more scientists came in and grabbed the pint-sized bruiser that had emerged.

It was a mistake.

The minute the doors had opened, Harry had wrenched his friend from their grasp, and dragged him out the door, and into the complex, speeding far quicker than any normal child was capable of.

Those around Slade backed away as he gave into a rare tendency of his known as swearing.

_Didn't I warn you Slade, about the dangers of making such a flamboyant entrance into that boy's home? I said he would question things immediately, but of course you had to go ahead and do things your way. _Otto Octavius thought. He leaned back in his study and watched on the cameras as Harry and Baran sped through the halls. _Be lucky you at least tried to save the parents. I may not approve of your methods for mutant testing, but I'm willing to help as long as you don't go out of your way to needlessly harm people. _

Smiling, he reached over to a communicator panel.

"Dr. Nelson, please tell me you have everything under control in there."

"N-not exactly sir, the children are becoming wild, wanting to know what's going on. Dr. Crow's having her kneecap replaced, and-"

"Her _kneecap_?" I thought Harry was the only one who had any kind of powers."

"It seems that his friend possesses slightly enhanced strength as well. It was enough to shatter Crow's knee, and bend it back. Baran is qui-"

"I'm not interested in name's Dr. Nelson. I just want those two found and under control again."

Shutting off the communicator, he hit another button.

"Tom, Dr. Nelson's confused, Crow's injured, I want," he paused. "Put me through to Slade."

Another few seconds, and a cacaphony of yelling matched with off-beat rapid footsteps could be heard. _flamboyant entrance, Slade..as I said; Flamboyant entrance._ He turned to the speaker.

"Having a little problem with the children, Slade?" the eight-limbed scientist asked, watching the speeding boy dragging his small, mammoth-sized friend along with him.

He backed up, to avoid deafening himself from the streaming roar of obscenities.

"I assume that would mean you are. Keep me posted on what the situation's like." he responded, perhaps more cheerfully than he'd intended.

Shutting off the comm, he stood up to watch the boys speeding, he took one last look at the cameras, and stepped into the hallways.

"Sometimes," he said, listening to the rapid movement of footsteps approaching. "The truth can be the best way to handle a situation.

Harry rounded the corner. He still had Baran with him, pulling him along by one arm. Only the boy's muscles kept his friend from speeding of with it and leaving him behind.

But the speedster was getting tired. He wanted a nap, or at least to get off his feet for while.

Two metal arms shot out and grabbed both boys by their shirt collars.

"Greetings boys," Ock smiled, "Welcome to a new life. Welcome to Titan-0."

Double-Dealing

Slade worried now. The accursed children had vanished from the complex. He began grabbing scientist after assistant after scientist, and throwing them aside like rag dolls if they didn't answer him.

"WHERE ARE THEY?!" he roared, tossing aside one man so hard that his neck broke against the wall. Normally, Slade would have exercised more care with the geneticists, but his current mood was anything but cautious.

Fortunately, something arrived that distracted him. Unfortunately, he had to work hard to keep his rage under control when Nick Fury's face appeared on the screen.

"Fury." Slade growled, letting some irritation show.

"Nice to see you too, Slade." the image crackled. "I assume you have everything under control?"

"I would not have started this project if I did note." Slade replied. "Mutants are all around us, and my idea is to test them for any abilities."

"Yes, well, your program may end, that is, if it does not pass an inspection."

"WHAT? Fury, I will remind you, that you yourself have a few skeletons in your own closet, and it would be a shame for them to be made public."

"That a threat? Remember, _Wilson_" Fury pressed, using the man's real name to push the upper hand, "You could try, but you would have zero credibility. _I _am holding the leash. _I_ control your project's funds, and I _will_ pull them if you try anything. You will be left with _nothing_, and I am the only thing keeping government agents from having you behind bars _forever_, so do not threaten me again. You will allow my inspector to continue his work."

Slade's sharp intake of breath was heard only by him.

"Continue? You have someone inside this base already?"

"Damn right. I've had someone in there from day one." Fury smiled grimly, ending the transmission.

Slade put his fist through the screen.

"Dr. Riley, would you take a look at this please?" one of the men in the lab asked.

"Sure thing." Riley said, taking the readout. He glanced at it, and found nothing wrong.

"Looks fine. Send it up to Slade." he replied.

As Riley rounded a bend in the hallway, a slight tingle entered his mind, as though something were approaching. He whirled aside in time to see two boy shoot past him and inhuman speeds. Faking surprise, he stumbled back and fell.

"Which way did they go?!" a breathless worker shouted, coming around the corner and seeing him.

Riley looked at him, startled, and pointed.

"Thanks.." the man said, and sprinted off.

Wondering what two boys were doing loose in the complex, he walked back the way he had seen the man come, and heard giggling from one of the rooms. The door was not entirely shut.

"Hehehe..we got out..ooh this is so much fun." someone giggled.

"I said they just hadda open the doors and we could get out." another voice snickered.

Stepping in and turning on a light, Riley found himself facing two children. One of them was a girl, somewhat thin with hair that for whatever reason was pink. Her friend was a boy, small for his age, fiddling with miscellaneous wires and cables. He looked up as Riley entered, and saw a silver watchband on the man's wrist.

"I want." he said, looking sorrowful.

"Um, I'm sorry.. I can't give it away." he replied.

"I WANT!!" the small child replied, leaping at him and latching onto his wrist.

It was a mistake.

Something triggered, letting loose a jet of a greyish goop that blasted the boy back and pinned him to the wall.

The girl was now glaring up at him.

"You made him fall down."

She swung her arm as though throwing something, and his head exploded with pain, as a danger sense went off, seeming to come from all directions. He stumbled back out away from the children, just in time for a ceiling tile to fall from an otherwise stable ceiling, knocking him out.

Machinations

_Rhino, Green Goblin, Hobgoblin,_ He'd fought them _Venom, Kraven, Sandman._ Brushed aside many times after many fights. _But apparently, He'd been taken out by two children who couldn't be more than five. In another time, Spider-Man had tangled with some of the most evil people on the planet, but now, he found himself as Dr. Norman Riley, taking a break from the Daily Bugle, and going undercover for SHIELD, and not in a very good situation._

"Ah, Parker, I wondered if you would wake up."

_Oh shit_, He knew that voice, but didn't know what its owner was doing here.

"Dr. Octavius? Why are you involved in this?"

"Like you Peter, I am a man of science, I go where there the interest lies." He paused, and one of his mechanical arms squeezed Peter's hand, and a thin greyish white strand fired out from his wrist and hit the wall. Octavius grinned

"Like you, Spider-Man, I am also one with a hidden agenda. I work here for purposes beyond anything Slade knows."

"And what would that be?" Peter asked, straining against the clamps holding him down. Octavius turned.

"You take me for some kind of comic book villain?" he asked incredulously, "I don't share my plans until doing so is to my advantage."

He reached over and picked up a small needle.

"It is not poison, nor is it a dim-witted attempt for me to gain your powers." He said. His arms began clicking menacingly, reaching into drawers and around racks. Meanwhile, Octavius pricked Spider-Man's skin with the needle, drawing a small amount of blood. Sliding it under a microscope, he checked it and smiled.

"Perfect." he grinned, "You're in perfect health." Raising the blood sample, he inserted it into a small device, and using the manipulation handles attached to it with his mechanical arms, he began to alter it.

"Excellent, two different traits, just as I needed."

Pulling the samples out, he carried them over to several glass cages. Turning his head and straining, Peter got a look at what was in them.

"God created, but man re-creates." the eight-limbed scientist said, injecting some of the material into a spider. The other he laid on a metal tray table.

"Behold, future. Your gift may provide the downfall of one who thinks he is my master in all this."

Spider-Man was starting to find the doctor's "arrogant-speak" rather annoying.

Two of his arms stretched over and picked up two limp bodies. They were the kids who had sped past Peter in the hallways. He began straining harder than ever against the clamps.

Placing them each on a bed, Otto Octavius turned his back on Spider-Man and opened the cage, dropping the spider onto the red-haired sleeping boy. The insect didn't take long to find its way to his hand, and Peter was forced to watch the same accident that gave him his powers played over again before his very eyes. As the villain raised the needle above the other boy, there was a rush of air, and the door to the laboratory

"So..this is what you do behind my back Octavius." Slade hissed. "I give you reprieve from a life of crime, and you spit it in my face."

"Slade, I'm not a fool. Its how I was able to do this so quickly. You made the tools available. You've planned this stunt from the very beginning. You killed this boy's parents," he pointed at Harry, "And I'm merely giving him the means to avoid a similar fate. If anyone has been betrayed in all this, its me. You've kept your intentions covered. Consider this payback."

He plunged the needle towards Baran's left arm., just as the clamps snapped. Otto's arm snapped back as Spider-Man jerked on it with the webbing.

"Who are y-!" Slade began before a wad caught him full in his good eye.

"NO!" Otto shouted, "That needle must be injected at a certain point, otherwise side-effects could be too damaging to imagine!"

"Lets not take the risk and inject it then." Peter said, dragging Octopus back by his mechanical arms.

"Oh I think I will," Slade growled as he pulled the webbing from his mask and grabbed the needle. Before either of the two enemies could stop him, he'd rammed it straight into the side of Baran's face.

"Not there, you fool!" Octopus growled. Desperate to salvage what he could of the situation, he knocked Spider-Man senseless with one arm, and shoved Slade back with the other. Grabbing Harry, he tore through the walls, fleeing the complex, taking care to smash any computers or data terminals along the way.

"You shall not escape alive." Slade said, pulling out a communicator. "Activate Titan-0 function Omega; codeword: Apocalypse Scenario."

Then he ran, slamming the door behind him.

Baran stirred. His head hurt, and there was a loud noise. Rolling off the bed, he thudded to the floor. Walking over, he found the door locked. Becoming mildly annoyed, he kicked it with his foot. To his surprise, it creaked. Grinning in a manner like a caveman having discovered fire, he slammed his fist into it. The door groaned. Two more solid hits, and it splintered, parts of it falling outwards. He smiled and began walking, not knowing where he should go.

"Psst, over here!" a pink-haired girl whispered. Following the voice, he walked into a storage closet.

"This place's gonna blow up soon. He says we have to leave." she whispered, pointing at a small kid. Grinning, Baran stomped forward, looking like he wanted to hit him.

"Back off, stupid!" the little boy said irritably.

For whatever reason, Baran stopped.

"Now, we need to get out," the girl said, "Can you open doors?"

Baran grinned, eager as a mammoth to begin smashing things.

Super-ior Skills.

"Apocalypse Scenario, sounds bad, and boy am I glad I got my costume with me!" Spider-Man said to no one in particular as he charged boldly out from the base, which was already going up in flames. Thankful that pint-sized kleptomaniac hadn't stolen his communicator, he whipped out the device and buzzed Fury.

"Nick? There are God-Knows-How-Many kiddies in here, and you probably don't want their deaths on your hands, unless you are the secretive asshole Osborn says you are."

A low growl and a grunt of acknowledgment was the initial response before he heard Fury yell "get those transporters ready!" Then his voice became clear over the comm.

"Spider-Man, we've got reports that Octavius is holding one of the kids. Our readings also confirm the kid does have powers. I've talked with the Avengers, and they think the best place for him is Westchester."

"Xavier's?"

"Yeah. Just find Ock and get that kid away from him alive."

"Will do, assuming I don't get burned alive..." he said, ending the communication, and webbing his way out.

While normally, Spider-Man would hate having a villain hide a base underground, in the middle of the forest, its location did make tracking Ock a lot easier than it otherwise would have been. Following the path through the trees, he finally spotted Octavius in the city, just in time for his spider-sense to go off.

Flipping up and out of the way, Spider-Man dodged another blue and red blur that shot straight at the villain.

"Well, looks like Ocky's on the ropes now if Supes is after him."

"Stealing children? Such an act seems beneath you Otto." Metropolis' hero said, floating in the air. "I know you are not a man of evil."

"And I know you are a man that cherishes the innocent." Doctor Octopus responded. "Make your choice. Either let me go my way," He placed Harry, still blacked out, in two of his arms. "Or I squeeze. Even you are not that fast, and you know it." His gaze swept over to another rooftop. "The same warning will also go for you, Spider-Man. Well?"

"Otto, don't do this, please." Superman said, focusing a tiny flash of heat vision on one of the arms.

"You surprise me. Put one life on the line, and you become all talk, no action. Admit it, in a battle of wits, I've won."

His nose wrinkled, as if smelling something. He glanced downward, and before Superman could do anything, flung a sheer part of his arm up, reflecting the light from the heat vision back at its source. Superman backed up, covering his face, temporarily blinded.

"And a battle of intelligence also hands me the flag of victory." he said, clambering off over the rooftops with Harry.

Recovering his eyesight, Superman sped after the fleeing scientist. At the last second, Octavius grabbed several metal chunks, and in a blur, shattered them both over Superman's head. Naturally, they did no damage, but the impact was enough to send "Big Blue" off into the blue yonder. Turning back to continue, he found Spider-Man in his way. To his surprise, Peter found the sleeping boy shoved into his arms.

"Get him somewhere safe. I would have trained him myself, but it appears as though that possibility is dimming.

Looking back as he webbed his way off to the Xavier institute, Spider-Man saw the battle continue.

"You realize you're over-reacting." Otto grinned, rolling aside from another one of Superman's punches. Grabbing the hero's legs with two of his arms, he began spinning him. Increasing the speed to a whirling blur, he released.

Life was normal for Lois Lane. She still worked at the Daily Planet, though now she had her own window office. As she was getting up to take a report up to the editor, she heard a distant crash from the far side of the building. The noise got louder and louder, until the cause slammed through the wall, showering everyone in dust and debris. Superman had landed with his head at her feet. He looked up,and immediately closed his eyes, turning a shade of red similar to his cape.

Man's Best Friend.

"Ah, right at the prime age for your hormones to kick in to I believe," Hank McCoy said, chuckling to himself and staring at the red-haired student before him. "Well, we've managed to cover the scientific reasons for flirting with Kitty during class, but we need to examine the personal and behavioral "why?", wouldn't you agree? Especially since I've told people from day one to pay attention."

"Sure, anytime cat-man." Harry yawned, lounging in a desk.

Hank, or "Beast" as he was codenamed, frowned. "You realize you're affecting your grades by hitting on half the girls here? You may be able to write at supersonic speeds, but doing so destroys the pencils for one, and usually sets your notebook on fire.

"I hear something about Kitty?" a muscular student said, sticking his head in.

_Pretty-boy.._Harry thought, but "Nothin' to worry about, Hasselhoff" was what came out.

Hank winced.

There was an odd noise, like water rapidly solidifying into ice, and "Hasselhoff" gained at least a good six inches in height as he became completely metal.

"What?" he asked raising an eyebrow, and looking at Webs.

"NICE trick" the speedster replied, looking shocked. Then he grinned. "betcha have no trouble getting your daily dose of iron, huh?"

The metal boy looked at him again, an expression somewhere between anger and amusement on his face.

"Don't worry Peter, I'm dealing with him."

"OOH,..."dealing with me", I'm frightened." Harry said, before thinking.

Eryth was outside, waiting for Harry to show up. The half-wolf had realized it would probably be a while, given the fact that they'd been in McCoy's class when his friend was caught hitting on one of the girls, again. He sat cross-legged on one of the benches, calmly reading another one of his books.

That was when the roar reverberated throughout the grounds. Eryth almost dropped his book, and several of the students nearby froze and looked at the mansion.

iThat sounds like McCoy, and given the fact that Harry stayed after, it means he made him mad./i

There was a blur of movement and Webs was sitting on the bench next to him, " he said, shaking somewhat. "Did you know that guy has an extra row of teeth behind his main set?"

"I guess there's a reason for him being called "Beast"."

"Yeah, but I just assumed it was because he looks like a giant kitty sometimes."

"Speaking of which....."

Webs looked up to see "Hasselhoff" approaching.

"I am not sure whether I should laugh at your humor," he said, "Or leave you, in a VERY deep crater."

"Ooh, a crater, the shade would be nice, and I could get used to it, but there's something about it I don't like, oh yeah, pain, that's it. I really don't like pain."

He grinned.

Peter roared with laughter at the joke, and Webs seemed relieved.

"Hey, he laughed at it!" he said cheerfully looking at Eryth.

Peter gave the webhead's back a friendly slap, which knocked him to the ground. Getting up, and spitting grass, he looked, but the giant student was nowhere to be seen.

"Did he leave a crater?" the half-wolf asked, not looking up from the book.

"Very funny. Did Hank leave you any fleas during class?"

"Well, I did meet you.."

There was only one class aside from anything taught by a telepath, that Webs would not flirt in. He'd come to respect the stocky, wild-haired fighter known as "Wolverine", and hadn't even bothered to make any flea jokes around him. Hell, he and Eryth had even managed to actually beat him in training the first day, though his friend's method involved Logan accidently stepping on his tail and getting kicked for it His respect for the clawed man had grown since no matter how fast he moved, Logan was able to predict where he'd strike next, and manage to pin him easily.

There were a few other people he actually resisted the urge to talk back to. Jean, and the Professor were two of them. He wasn't sure about Eryth. The half-wolf had a demeanor that reminded him of a goth, but he wasn't above humor.

Or, as Webs found out one day, talking back, even to Jean Grey.

"Do you know what a villain like Mag-" she started to say before being cut off.

"No, but you don't know what he would do either." he said, cutting her off. Harry may have taken risks flirting in class, but he'd never cut a teacher off in mid-sentence, much less Jean Grey.

"Excuse me, I can't believe I'm saying this, but have you ever heard of not interrupting?"

"Yes. However I was attempting to ensure the "survival" of my argument."

She caught on quickly. "But you interfered in mine to do so."

"The gain outweighed the cost." the half-wolf said, perhaps a bit more harshly than intended.

_DUDE, are you freakin' insane?! She's gonna kill you!!_ Harry thought, as though he could somehow leave the idea in his friend's mind

Looking over at a noise, Harry realized how long Eryth had dragged the argument out. The next group of students was already piling up at the door.

"Please stop by after the evening class." she said.

"We can't finish the talk now?" Eryth asked

_WHAT THE HELL?! YOU WANNA FINISH AN ARGUMENT WITH A TELEPATH NOW!?_ he thought, but then supposed "better sooner than later"

"We could." she said, then pointed to the students outside. "but their survival may depend on learning from me, and the longer you drag this out, the more you interfere in the learning process. Oh, and what they have to gain most certainly outweighs the cost of my time talking with you."

"Jesus dude, I can't believe you did that!"

"I was making an argument for my views. Wouldn't you do the same?

"Not to a telepath, no."

"Consider me a prize-winner then."

"So...any idea why X wants to see you?"

"Probably gonna peek inside my mind to see what I was thinking"

Webs stopped in his tracks.

"Whoa..you were thinking...I thought there wasn't even a-"

"Stuff it." Eryth growled.

That was the last Harry saw of his friend. He found out from Xavier the next day that Eryth had left the mansion, in a rather nasty disagreement.

_Holy shit dude..your best friend at the mansion blew up at the Professor....damn....that's like....calling Logan an asshole to his face.._

"Harry?" someone said behind him.

"No sir, I had nothing to do with it, don't kill me, I like my mind and my good looks."

"I do not blame you for Eryth's leaving. That was a decision he made on his own. I may however ask you to leave."

"WHAT?!" he said, looking more than a little shocked.

"Quite simply, I have someone else here who might be able to teach you."

"Who? Bug man?"

A strand of webbing shot down and pulled him back against the wall.

"Bug..good lord.._arachnid_ please, if you're going to say stuff like that to me, at least leave me enough dignity by getting the terminology right." a voice above him said.

_Oh god..someone as rude as me _ Webs thought.

Tangled Lives

"Anyone ever told you that you're hot?" Webs asked casually.

"I am far older than you, thanks for the compliment, but shut..up..." Felicia Hardy said back, swinging her fist with a little more force than perhaps intended.

It worked. The Molten Man crumpled instantly.

"Why do you persist in hitting on me?" Cat asked.

"Because you're hot." he said again

"I told you-YAAAAGH!" she screamed noticing for the first time that the fur cuff around one of her ankles was on fire. Batting at it, she managed to extinguish the flame.

"Hey, I said you were hot." Webs grinned beneath his mask.

"Thanks..but I'm going to be somewhat cold here..." she replied.

"Oh my god..can't you two keep quiet during one breakout?" another teenage voice said.

Electro was supposed to be one of the deadlier villains Spider-Man had faced, but Webs had the eerie idea that the villain had become too distracted Staring at Mayday.

True, his training had begun with Spider-Man, but he now worked with the webslinger's daughter and former burglar the Black Cat. After that last battle with Norman Osborn, it was hard for Pops to keep up on crime fighting with an artificial right leg.

If anything, Webs' attitude problem had not been helped, but rather grown, during his time with the Parkers. He was now able to match Peter insult for insult, and May almost had to separate them when it went too far.

Then Harry's life took an odd turn.

Peter and Mary-Jane were seated down to dinner. Harry and Mayday were out catching one of the latest movie dramatizations of Spider-Man's life.

"Jeez" Mayday had said after the first movie, "I've seen the photos, they royally screwed up on Robbie, and where was Phil in that movie, huh?" she asked, referring to the Former Editor of the Daily Bugle, and one of her father's friends, currently enjoying life as the Golden Goblin.

"MJ, we may have a problem." Peter said, pulling out the paper.

She looked at it.

"Octavius is still around?"

"Yes." His eyes took on a far away look. "Do you remember that time SHIELD needed me for classified business?"

"Seeing as how you missed a few dates, yes." she smiled at him.

"There was a criminal mastermind named Slade, running a mutant testing program under Fury's watch. It was a trick. He was actually giving the children abilities, something about a crop of students from which he could find an apprentice."

"And he's starting it up again?" she asked, somewhat confused. "What does this have to do with Otto?"

"He was one of the project's top scientists. One of the children they used, was given several of my powers, and he already had the speed."

"Harry came from that project?"

"No, that's just where he got his powers. I managed to get the kid to Xavier's while Ock was fighting Superman."

"Sounds like Superman beat him up then."

Peter laughed.

"Actually, Octopus threw him through the Daily Planet building. Yeah," he said looking at the expression on her face, "It was a minor ego bruise for Superman. But that's my worry, if Otto's out, and coming this way, he's likely to try and find Harry again. I don't want that happening."

"What can we do then?" she asked.

"I'm not sure. I just don't want him back in another lab like Titan-0."

"Wait," she said, "did you say Titan-0." her eyes widened as though she had an idea. He caught on.

"Of course....They're his own age..it could work.."

"Its one of my ideas." she said, "Its supposed to."

"The Teen Titans?" Webs said, looking somewhat stunned.

"Of course, they're people more your age anyway, and a bit of teamwork never hurt anyone."

"But I've been working alongside May and Cat now for.." he looked like he was trying to count that high.

"True, but you and May have very similar powers. It could be in your best interests to work alongside people with different abilities as well. Oh, and also," he said winking, "there are girls on the team."

The mentioning of girls in a plural sense seemed to help, but only somewhat.

"Um..this is just working with them, right? I'd still be able to drop back here and visit?"

Peter's eyes grew wide in a very creepy manner.

"No..this is forever."

He laughed looking at the thunderstruck teenager in front of him. "Do you really think I'd stop you from visiting?"

"Coulda fooled me..." he said, gasping.

Two days later, Webs' plane had landed. He'd taken the majority of the trip by plane, but still wanted to travel using the fun method to get to the tower itself. He'd been mildly dissapointed so far. There hadn't been any criminal activity he could amuse himself with along the way. Perching up on a skyscraper, he found something that caught his eye.

A person dressed entirely in black had leapt from a building, and was swinging off on a crane cable like he was going to land on someone's car.

"Nasty joke.." Webs said to himself as he leapt on a webline, swinging straight at the stranger.


End file.
